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Calculation of Filing Fee Tables
Form S-8
(Form Type)
Foghorn Therapeutics Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| Equity | Foghorn Therapeutics Inc. 2020 Equity Incentive Plan – Common Stock, par value $0.0001 per share | Other – 457(c) and 457(h) | 1,691,281 shares(2) | $6.17(3) | $10,435,203.80 | $147.60 per $1,000,000 | $1,540.24 |
| Equity | Foghorn Therapeutics Inc. 2020 Employee Stock Purchase Plan – Common Stock, par value $0.0001 per share | Other – 457(c) and 457(h) | 422,820 shares(4) | $6.17(3) | $2,608,799.40 | $147.60 per $1,000,000 | $385.06 |
| Total Offering Amounts | $13,044,003.20 | | $1,925.30 |
| Total Fee Offsets | | | N/A |
| Net Fee Due | | | $1,925.30 |
(1)Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement also covers such additional shares of Common Stock as may issued to prevent dilution from stock splits, stock dividends and similar transactions. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein.
(2)Represents an increase to the number of shares available for issuance under the Registrant’s 2020 Equity Incentive Plan, effective as of January 1, 2024. Shares available for issuance under the 2020 Plan were previously registered on Form S-8 filed with the Securities and Exchange Commission on January 15, 2021 (Registration No. 333-252119), February 14, 2022 (Registration No. 333-262713) and May 8, 2023 (Registration No. 333-271710).
(3)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) based on the average of the high and low prices of the registrant’s Common Stock as reported on the Nasdaq Global Market on May 3, 2024, to be $6.52 and $5.82, respectively.
(4)Represents an increase to the number of shares available for issuance under the Registrant’s 2020 Employee Stock Purchase Plan, effective as of January 1, 2024. Shares available for issuance under the ESPP were previously registered on Form S-8 filed with the Securities and Exchange Commission on January 15, 2021 (Registration No. 333-252119), February 14, 2022 (Registration No. 333-262713) and May 8, 2023 (Registration No. 333-271710).